EXHIBIT 10.3




                              EMPLOYMENT AGREEMENT

     This  employment  agreement  is entered  into this 12th day of April,  2004
between  Medical  Makeover  Corporation of America  ("MMCA") and Walter E. Birch
("Employee", together, the "Parties").

     WHEREAS,  MMCA, a Florida C corporation  traded  publicly  under the symbol
MMAM, has been  incorporated  for the provision of medical and related  services
which  shall  include,  but  not  be  limited  to,  cosmetic  surgery,  cosmetic
dentistry,  dermatology,  weight loss, hair salon services, makeup services, and
fashion consulting services.

     WHEREAS,  Walter E. Birch is a  healthcare  executive  with  experience  in
management,  mergers and  acquisitions,  operations,  and financial  operations.
Therefore, the Parties agree to the following terms and conditions:

1.   Title MMCA shall employ  Employee as  Executive  Vice  President  and Chief
     Operating Officer. Employee shall serve as an Officer of the Corporation.

2.   Duties  Employee  shall be  responsible  for the  operation  of the company
     including but not limited to:

     a.   Interim Chief Financial  Officer (to include  development of financial
          controls,  purchasing/leasing of equipment and office space, financial
          analyses,  and preparation of daily  operational  reports and monthly,
          quarterly, and annual financial statements).
     b.   Director of Operations
     c.   Director of Human Resources
     d.   Associate Director of Business Development
     e.   Risk Manager
     f.   Other duties as assigned


3.   Compensation  MMCA shall pay Employee a bi- weekly  salary of $2,584.62 per
     month commencing  April 12, 2004 (the first calendar  month's  compensation
     shall be $3,360), for the first six months or until a positive cash flow is
     achieved, whichever comes first. Once this occurs, Employee shall be paid a
     bi-weekly salary of $3,461.54. In consideration for lowering his salary for
     the first six  months,  Employee  shall  receive  registered  shares of the
     common  stock,  restricted  by  legend  in  accordance  with SEC Rule  144.
     Therefore,  for six months the sum of $1,900  multiplied by six for a total
     of $11,400  shall be paid in shares by taking the closing price of the last
     five days of that month and using the average of these prices to create the
     average  closing price,  which shall be multiplied by 90% (or a discount of
     10% of the average  closing price) to determine the conversion  price.  For
     example,  if the  average  closing  price is $0.50 per share for one month,
     that shall be  multiplied  by 90% to give a  conversion  price of $0.45 per
     share. This shall be divided into the compensation foregone for that month,
     or $1,900  and 4,222  shares  ($1,900  divided  by $0.45 = 4,222)  shall be
     issued to Employee.  This calculation and  distribution  shall be performed
     each month that Employee's salary is below the $7,500 amount.


4.   Term This Agreement  shall be for a period of five (5 years.  Each year the
     fee shall be increased based upon merit performance.


5.   Board of Directors Employee shall be considered for a position on the Board
     of Directors  as positions  become  available.  There is no guarantee  that
     Employee shall be elected to the Board of Directors.





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Employment Agreement - Walter E. Birch
Page 2 of 3



6.   Benefits  Employee shall be entitled to group health  insurance for himself
     and his family and disability  insurance.  MMCA shall  immediately seek out
     "health insurance for the company" for group coverage for all employees who
     qualify.  Qualification  shall mean all  employees  designated as full time
     employees  which means no less than 32 hours per week.  In addition,  there
     shall be a 90 day probation  period before  employees are entitled to group
     coverage.  The  insurance  shall be  effective on or about April 1, 2004 or
     shortly  thereafter.  Employee  shall  also be  entitled  to two  weeks  of
     vacation the first year and all national holidays.


7.   Car  Allowance  Employee  shall  receive a car  allowance of $400 per month
     commencing April 1, 2004.


8.   Business  Expenses  Employee shall be reimbursed  all  reasonable  business
     expenses.


9.   Insurance MMCA shall acquire Directors' and Officers'  insurance as well as
     liability  insurance.  This insurance,  if available,  shall commence on or
     about April 1, 2004.


Stock Ownership and Stock Options

1.   Employee shall receive five (5%) percent  ownership of th common stock MMCA
     as of April 12, 2004 in proper form which shall be registered  stock of the
     issued and  outstanding  common stock of the  company,  subject to SEC Rule
     144. There shall be no other  restrictions or legends.  Stock  certificates
     shall be issued upon the signing of this  Agreement or shortly  thereafter,
     however, not exceeding two weeks.

2.   Employee  shall  receive stock options at a price equal to 90% of the value
     of the stock on the first trading date after approved.  These stock options
     shall be based on  performance  on a yearly basis,  to be determined on the
     finalization of the budget or other  performance  indicators as approved by
     the Board of  Directors.  The stock  options  shall not exceed 0.75% of the
     issued and outstanding shares of the company and shall vest one third (1/3)
     of the options each year on the anniversary date of their grant.


Entire Agreement

     This  Agreement sets forth the entire  understanding  of the Parties and it
may not be  changed  except by  written  document  signed by all of the  parties
hereto. Governance

     This  Agreement  shall be  governed  by the laws of the State of Florida as
within the jurisdiction of Broward County.  In the even of a legal dispute,  the
prevailing  party shall be reimbursed its reasonable legal fees and costs by the
other party. Binding Effect

     All parties  acknowledge  that they are  authorized to execute the terms of
this  Agreement  which  shall be binding  upon and inure to the  benefit of, and
shall be enforceable  by, the parties and their  respective  successors,  heirs,
beneficiaries, and personal representatives.



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Employment Agreement - Walter E. Birch
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Assignment

     The rights and benefits of this Agreement  shall not be transferable by any
party without the written consent of the other. Assumability

     Should the Company be acquired in part or in whole, this Agreement shall be
assumed  by  the  acquiring   company   which  shall  fulfill  all   contractual
obligations.

     IN WITNESS  WHEREOF,  the Parties  hereto have set their hands and seals on
the dates set forth below.

MEDICAL MAKEOVER CORPORATION OF AMERICA


By: /s/ Dr. Leonard I. Weinstein
-----------------------------------------
         Dr. Leonard I. Weinstein
Its:     President
Dated:



EMPLOYEE


By: /s/ Walter E. Birch
-----------------------------------------
         Walter E. Birch
Dated:


WITNESSES

WITNESSES

By:                                            By:
---------------------------------              ---------------------------------

Name:                                          Name: